0000899243-23-016716.txt : 20230629
0000899243-23-016716.hdr.sgml : 20230629
20230629192430
ACCESSION NUMBER: 0000899243-23-016716
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230620
FILED AS OF DATE: 20230629
DATE AS OF CHANGE: 20230629
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HHEP-Directional, L.P.
CENTRAL INDEX KEY: 0001662112
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41103
FILM NUMBER: 231058923
BUSINESS ADDRESS:
STREET 1: 2200 ROSS AVENUE, 50TH FLOOR
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 214.615.2300
MAIL ADDRESS:
STREET 1: 2200 ROSS AVENUE, 50TH FLOOR
CITY: DALLAS
STATE: TX
ZIP: 75201
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Drilling Tools International Corp
CENTRAL INDEX KEY: 0001884516
STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533]
IRS NUMBER: 872488708
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3701 BRIARPARK DRIVE
STREET 2: SUITE 150
CITY: HOUSTON
STATE: TX
ZIP: 77042
BUSINESS PHONE: 8327428500
MAIL ADDRESS:
STREET 1: 3701 BRIARPARK DRIVE
STREET 2: SUITE 150
CITY: HOUSTON
STATE: TX
ZIP: 77042
FORMER COMPANY:
FORMER CONFORMED NAME: ROC Energy Acquisition Corp.
DATE OF NAME CHANGE: 20210923
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2023-06-20
0
0001884516
Drilling Tools International Corp
DTI
0001662112
HHEP-Directional, L.P.
2200 ROSS AVENUE, SUITE 4600W
DALLAS
TX
75201
0
0
1
0
Common Stock
15928111
D
Received in connection with the Issuer's business combination (the "Business Combination") with Drilling Tools International Holdings, Inc. ("Legacy DTI") in accordance with the terms of the Agreement and Plan of Merger dated as of February 13, 2023 and amended as of June 5, 2023 (the "Merger Agreement"), by and among the Issuer (f/k/a ROC Energy Acquisition Corp.), ROC Merger Sub, Inc. ("Merger Sub") and Legacy DTI. Pursuant to the terms of the Merger Agreement, each outstanding share of Legacy DTI (i) common stock was converted into the right to receive 0.2282 shares of common stock of the Issuer ("Common Stock") and (ii) preferred stock was converted into the right to receive 0.3299 shares of Common Stock and $0.54 in cash (the "Preferred Cash Consideration"). The Business Combination closed on June 20, 2023.
(Continued From Footnote 1) Pursuant to the terms of an Exchange Agreement by and between ROC Energy Holdings, LLC, a Delaware limited liability company, Merger Sub, Legacy DTI and HHEP-Directional, L.P. ("HHEP"), HHEP elected to exchange the $9,529,541 of Preferred Cash Consideration it was entitled to receive pursuant to the Merger Agreement into 1,801,178 shares of Common Stock, which are included in the reported amount.
Signature: /s/ Thomas O. Hicks, Name of Signer: Thomas O. Hicks, Title: Sole Member of the GP of the Reporting Person's GP
2023-06-29